SEC Staff Shortens Minimum Tender Offer Period for Certain All-Cash Offerings to 10 Business Days

On April 16, the Division of Corporation Finance (the Division) of the Securities and Exchange Commission (the SEC or the Commission) issued a new Exemptive Order under Exchange Act Rules 13e 4(f)(1)(i) and 14e 1(a) that reduces the minimum tender offer period for all cash, fixed price domestic tender offers from 20 to 10 business days. The Division issued the Exemptive Order to address market inefficiencies, better reflect technological advancements, and reduce exposure to market fluctuations, marking a meaningful shift in the regulatory framework governing tender offer timing. Critically, this is a standing, general exemption — it applies automatically to qualifying transactions without the need to file an individual exemptive relief request with Division staff. Besides being limited to all-cash, non-cross-border tender offers, the relief is subject to the following additional conditions for equity securities of reporting companies:

• The tender offer must be subject to the provisions of Regulation 14D or Rule 13e-4 under the Exchange Act.
• If subject to Regulation 14D (i.e., a third-party offer), the offer must be made pursuant to a negotiated merger agreement or similar business combination agreement, must be made for all outstanding securities of the subject class, and a Schedule 14D-9 must be filed and disseminated by the subject company no later than 5:30 p.m. Eastern time on the first business day following commencement.
• If subject to Rule 13e-4 (i.e., an issuer tender offer), the offer must be made for less than all outstanding securities of the subject class.
• The tender offer must be announced in a press release issued through a widely disseminated news or wire service by 10:00 a.m. Eastern time on the date of commencement, including basic terms of the offer and an active hyperlink to a website where security holders may access the offer materials.
• Any increase or decrease in the percentage of securities sought (other than acceptance of an additional amount not exceeding 2% of subject securities) or change in consideration must be communicated by press release or public announcement no later than 9:00 a.m. Eastern time on the fifth business day before expiration.
• Any other material change in the terms of the offer must be communicated no later than 9:00 a.m. Eastern time on the second business day before expiration.

The Order extends to all-cash tender offers for equity securities of non-reporting companies subject to the following key conditions:

• The tender offer must be for the equity securities of an issuer that does not have a class of securities registered under Section 12 of the Exchange Act and is not required to file reports pursuant to Section 15(d) of the Exchange Act.
• The offer must be made by the issuer of the securities sought or by the issuer’s wholly owned subsidiary.
• Similar notice requirements apply to changes in offer terms, with material changes communicated to holders no later than the fifth business day (for changes to consideration or percentage sought) or second business day (for other material changes) before expiration.

On April 20, Goodwin’s Public Company Advisory Practice published a Client Alert summarizing themes emerging from public comment letters on potential amendments to Regulation S-K. On January 13, 2026, SEC Chairman Paul S. Atkins issued a statement directing the Division to undertake a comprehensive review of Regulation S-K. He invited members of the public to submit comments on Regulation S-K by no later than April 13, 2026. The alert focus on comments raised concerning the following topics:

• Principles based disclosure versus prescriptive disclosure requirements.
• Potential changes to specific line-item disclosure requirements, including risk factors, cybersecurity, executive compensation, and human capital.
• Litigation safe harbors and liability reform.
• Environmental, social, and governance disclosures
• Scaled and differentiated disclosure requirements based on issuer size and industry.
• Modernization of disclosure format

Please read the alert for more detail regarding these areas of comment.

On December 12, 2025, the Nasdaq Stock Market (Nasdaq) filed a rule proposal with the SEC to amend its rules to provide for the trading of securities on its markets 23 hours per day, five days per week. Nasdaq subsequently submitted amendments to the initial proposal in the first quarter of 2026. On April 10, the SEC published a notice and solicitation of public comments on the current proposal as reflected in amendments 2 and 3. The filing states, “The Commission finds that the Amended Proposal is consistent with the requirements of the Exchange Act and the rules and regulations thereunder applicable to a national securities exchange."

Under the proposal, Nasdaq would conduct trading 23 hours per day, five days per week, with each trading day consisting of two sessions. First, there would be a “day” trading session, comprised of Nasdaq’s existing pre-market hours, regular market hours, and post-market hours trading sessions: 4:00 a.m. Eastern time and to 8:00 p.m. Eastern time. There would then be a “night” trading session, commencing at 9:00 p.m. Eastern time and ending at 4:00 a.m. Eastern time the next calendar day. All National Market Systems stocks would be eligible to trade during the proposed night session. Between 8:00 p.m. Eastern time and 9:00 p.m. Eastern time on each weekday, trading would pause to allow Nasdaq to conduct maintenance, testing, and to process those corporate actions — such as mergers, stock splits, and dividends — that will become effective the following trading day. The pause is also intended to allow for market participants to process and clear trades before proceeding to a new trading day. Nasdaq proposes to keep its markets closed during all weekend hours, except that the trading week will commence with a night session on Sunday nights at 9:00 p.m. Eastern time. The trading week would end at the conclusion of the day session on Friday.

On March 13, the Division published a no-action letter confirming that it would not recommend enforcement action for late filings by directors and officers of foreign private issuers who experience conditions that materially affected their ability to timely file Section 16(a) beneficial ownership reports that were originally due by March 18, 2026, provided that (1) those conditions directly result from the current war in the Middle East and (2) the reports are filed by April 20, 2026. In a no-action letter published on April 17, Division staff stated that this relief has been extended to May 29, 2026. The conditions applicable to the original no-action letter continue to apply (e.g., the ability of the directors and officers to comply with the original filing deadline had been materially affected by conditions including shelter-in-place orders, intermittent losses of power, internet and telecommunications services, and ongoing severe disruptions of communications and other infrastructure).

On April 16, the SEC announced that Chairman Paul Atkins has launched a podcast. “Material Matters with SEC Chairman Paul Atkins” will provide stakeholders and the investing public with exclusive interviews and insights around the agency’s policy and rulemaking agenda. Chairman Atkins will be joined by guests across the agency, government, and industry, including fellow commissioners, division directors, legal and policy experts, authors, and corporate leaders. In the first episode, Chairman Atkins spoke separately with his fellow commissioners Mark Uyeda and Hester Peirce, discussing their backgrounds and current focus areas of their work at the SEC. Episodes are available on SEC.gov, YouTube, and through traditional podcast applications.

On April 15, Nasdaq filed a rule proposal to increase the required minimum value of listed securities for acquisition companies – typically special purpose acquisition companies (SPACs) – to qualify for listing. The rules are effective upon adoption by Nasdaq; no SEC approval is required, although there is a comment period during which interested stakeholders can provide comments on these changes.

Under new Nasdaq Listing Rule 5405(b)(3)(A), the minimum market value of listed securities (MVLS) that a SPAC must have to qualify for listing on the Nasdaq Global Market has increased to $100 million. Nasdaq notes that this increased requirement is the same as the current MVLS requirement under the alternative initial listing requirements for acquisition companies listing pursuant to Listing Rule 5406 on the Nasdaq Global Market. Nasdaq also states that the new level is consistent with the approach of the New York Stock Exchange (NYSE), with the exception that SPACs can list on the NYSE with 300 shareholders while Nasdaq requires at least 400 shareholders.

For listing on the Nasdaq Capital Market, SPACs will now need to comply with new Listing Rule 5505(b)(4) which requires:

• MVLS of at least $75 million (and current publicly traded companies must meet this requirement and the $4 bid price requirement for 90 consecutive trading days prior to applying for listing if qualifying to list only under the MVLS standard);
• Market value of unrestricted publicly held shares of at least $20 million (for a company listing in connection with an initial public offering, including through the issuance of American Depositary Receipts, this requirement must be satisfied from the offering proceeds); and
• At least four registered and active market makers.

Nasdaq Capital Market-listed SPACs would also need to have a minimum of 400 public shareholders.

In an April 21 speech before The Economic Club of Washington, Chairman Atkins elaborated on what he described as the SEC’s “A-C-T” strategy:

• A – Advancing the SEC’s regulatory framework into the modern era
• C – Clarifying jurisdictional lines
• T – Transforming the SEC rulebook by returning it to first principles

With respect to Advancing, Chairman Atkins highlighted the Crypto Task Force and the recent publication of a crypto-token taxonomy that distinguishes across five categories of digital assets, four of which were determined not to be securities.

With respect to Clarifying, Chairman Atkins cited the recent Memorandum of Understanding between the SEC and the Commodities Futures Trading Commission, which is intended to clarify jurisdiction and coordinate oversight in areas of shared interest, including digital assets.

With respect to Transforming, Chairman Atkins referenced steps to reduce the disclosure burden on public companies. He also highlighted four particular areas for future action by the Commission:

1. Adopting a regulatory IPO “on-ramp” that supplements concepts that Congress enacted in the Jumpstart Our Business Startups (JOBS) Act in 2012;
2. Expanding the existing disclosure accommodations that are currently available only for emerging and smaller companies to more businesses;
3. Providing nearly all public companies with an easier path to “shelf registration,” which allows them to access the public markets quickly and when market conditions are ideal; and
4. Giving companies the optionality for a quarterly or semiannual regulatory filing cadence.

On April 13, Institutional Shareholder Services, Inc. (ISS) filed suit in the U.S. District Court for the Southern District of Indiana against the attorney general of the State of Indiana, seeking a preliminary injunction against enforcement of a recently enacted state law. The law imposes numerous disclosure obligations on proxy advisory firms when they make a recommendation against management, or maintain a policy that would amount to a recommendation against management, on a proxy proposal. In ISS’s view, the law “will subject ISS to a stunningly broad regime of state-law mandated warnings whenever ISS speaks to any of its clients anywhere in the world — all for the act of giving advice to those clients that goes against what company managers want their shareholders to do.” The proxy advisory firm challenges the law as violative of the First Amendment and the “dormant commerce clause” of the U.S. Constitution and further asserts that it is also unconstitutionally vague.